Helen Torley
About Helen Torley
Helen I. Torley, M.B. Ch.B., M.R.C.P., age 62, has served as President & CEO of Halozyme Therapeutics since 2014 and as a director since 2014, bringing 30+ years of drug development, commercialization, and general management experience; she holds a medical degree from the University of Glasgow and M.R.C.P. from the Royal College of Physicians, Glasgow . Under her leadership, Halozyme delivered 2024 total revenue of $1,015.3 million (+22% YoY) and net income of $444.1 million, while Halozyme’s stock rose 28% in 2024 and 223% over five years, evidencing strong value creation . Capital allocation highlights during her tenure include raising over $1.5 billion via follow-ons and convertible offerings and returning ~$1.55 billion through share repurchases to date . Governance structure separates Chair and CEO roles (independent Chair Jeffrey Henderson), with independent director executive sessions each regular meeting; Torley is not independent given her CEO role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sandoz/Novartis | Clinical development and VP, Medical Affairs | 1990–1997 | Led Phase 1–4 studies across multiple diseases; led clinical development and successful FDA Advisory Committee processes (e.g., Neoral, Epogen, HyQvia); authored NDAs . |
| Bristol-Myers Squibb | Senior sales and marketing leadership | 1997–2002 | Built commercial capabilities across therapeutic areas; foundation for later GM roles . |
| Amgen | VP & GM U.S. Bone Health; VP & GM U.S. Nephrology | 2002–2011 | Launched Prolia (denosumab) and Sensipar (cinacalcet); significantly grew Epogen and Aranesp revenue; led large commercial teams . |
| Onyx Pharmaceuticals | Chief Commercial Officer | 2011–2013 | Led successful U.S. launch of Kyprolis (carfilzomib) until acquisition by Amgen . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Quest Diagnostics | Director (recent past public company board experience) | Not disclosed | Cited as recent past public company board experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) |
|---|---|---|---|
| 2022 | 871,732 | 90% (CEO target policy) | 557,909 |
| 2023 | 920,000 | 90% | 883,476 |
| 2024 | 960,000 (4.3% increase) | 90% ($864,000 target) | 1,363,392 (157.8% of target) |
Performance Compensation
2024 Annual Cash Incentive – Corporate Scorecard (CEO payouts solely on corporate factor)
| Metric | Weight | Threshold | Target | Maximum | Actual | Funding Contribution |
|---|---|---|---|---|---|---|
| Total Revenue from Existing Sources | 40% | $865.0M | $897.0M | $935.0M | $957.5M | 80% |
| New Revenue | 25% | $10M | $50M | $75M | $27M | 17.8% |
| Adjusted EBITDA | 15% | $495M | $561M | $586M | $601.4M | 30% |
| Production/release KPIs achieved | 10% | 3 of 5 | 4 of 5 | 5 of 5 | Achieved 4 KPIs | 10% |
| New patent filings | 5% | 2 | 4 | 6 | 6 | 10% |
| HVAI clinic readiness | 5% | 5/1–6/1 | 4/2–4/30 | ≤4/1 | 3/19/2024 | 10% |
| Total Corporate Performance Factor | — | — | — | — | — | 157.8% |
Notes: Patents and “New Revenue” defined in CD&A; European patent-related royalty uplift excluded from metrics by design .
2024 Long-Term Incentive (LTI) – Award Mix and Vesting
| Component | 2024 Grant-Date Value ($) | Vesting |
|---|---|---|
| PSUs (50%): Relative TSR PSUs (50% of PSU value) + Deal/Nomination PSUs (50%) | 5,200,000 | Cliff-vest at 3 years, subject to performance; Relative TSR vs subset of NASDAQ Biotech Index (threshold 25th pct = 50%, target 50th = 100%, max 75th = 150%) ; Deal/Nomination PSUs based on points for new deals/nominations (5=50%, 10=100%, 15=150%, 20+=200%) . |
| RSUs (35%) | 3,640,000 | 25% annually over 4 years, service-based . |
| Stock Options (15%) | 1,560,000 | 25% after 1 year; remaining 75% monthly over next 3 years; 10-year term . |
PSU performance update (as of year-end measurement/certification): 2024 Relative TSR PSU first tranche earned at 131.18% (HALO TSR 17.6%, 65.59th percentile) and Deal/Nomination PSUs credited at 150% (15 points from 5 new nominations); both subject to time-vesting through 3rd anniversary .
2024 Grants – Share Detail
| Grant Type | Grant Date | Shares/Units | Exercise/Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 2/23/2024 | 89,744 | — | 3,640,017 |
| PSUs – Relative TSR | 2/23/2024 | Target 53,192 | — | 2,600,025 |
| PSUs – Deal/Nomination | 2/23/2024 | Target 64,103 | — | 2,600,018 |
| Stock Options | 2/23/2024 | 93,002 | $40.56 | 1,560,006 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 4, 2025)
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Helen I. Torley | 2,505,521 | 2.0% | Includes 1,771,802 options exercisable within 60 days . |
Stock Ownership Policy, Hedging/Pledging, Say-on-Pay
- CEO ownership guideline: ≥6x base salary; all NEOs are in compliance as of Feb 1, 2025 .
- Hedging and pledging of company stock are prohibited by policy .
- 2024 say‑on‑pay support: 97.9% approval; feedback considered in 2025 program design .
Outstanding Awards Snapshot (selected tranches, as of Dec 31, 2024)
| Award | Grant Date | Status | Quantity | Key Terms / Value |
|---|---|---|---|---|
| Options | 2/3/2016 | Exercisable | 376,569 | $8.11 strike; expire 2/3/2026 . |
| Options | 2/22/2017 | Exercisable | 251,923 | $12.07 strike; expire 2/22/2027 . |
| Options | 2/14/2018 | Exercisable | 201,552 | $18.41 strike; expire 2/14/2028 . |
| Options | 2/12/2019 | Exercisable | 250,218 | $16.65 strike; expire 2/12/2029 . |
| Options | 2/10/2020 | Exercisable | 266,051 | $19.98 strike; expire 2/10/2030 . |
| Options | 2/23/2024 | Unexercisable | 93,002 | $40.56 strike; 10-year term; vests 25%/yr then monthly . |
| RSUs | 2/15/2021 | Unvested | 13,092 | $625,929 market value at $47.81 . |
| RSUs | 2/16/2022 | Unvested | 42,018 | $2,008,881 market value at $47.81 . |
| RSUs | 2/16/2023 | Unvested | 50,624 | $2,420,333 market value at $47.81 . |
| RSUs | 2/23/2024 | Unvested | 89,744 | $4,290,661 market value at $47.81 . |
| PSUs (2022) | 2/16/2022 | Eligible (earned portions) | 71,810 | $3,433,236 market value at $47.81 . |
| PSUs (2023) | 2/16/2023 | Eligible (earned portions) | 31,364 | $1,499,513 market value at $47.81 . |
| PSUs (2023) | 2/16/2023 | In‑process (future period) | 20,008 (max) | $956,582 market value at $47.81 . |
| PSUs (2024 TSR) | 2/23/2024 | Earned for 2024 period | 23,260 | $1,112,061 market value at $47.81 . |
| PSUs (2024 TSR) | 2/23/2024 | In‑process (future periods) | 46,519 (max) | $2,224,073 market value at $47.81 . |
| PSUs (2024 Deal/Nom) | 2/23/2024 | Credited for 2024 | 96,155 | $4,597,171 market value at $47.81 . |
Insider Trading Activity and Selling Pressure Indicators
- 2024 realizations: Torley exercised 110,000 options and had 115,038 shares vest; value realized on exercises $4,734,734 and on vesting $4,125,075 .
- 2025 Form 4s show multiple 10b5‑1 plan‑driven option exercises (strike $8.11 from 2/3/2016 grant) and same‑day sales as expiry approached; e.g., 60,000 options exercised and sold Sept 2–4, 2025 at ~$71.99–$75.44; beneficial ownership post‑trades ~733,719 shares; plan adopted Mar 21, 2025 .
- Additional 10b5‑1 executions Nov 10–12, 2025: 60,000 options exercised at $8.11 and sold at ~$67.89–$71.67; post‑transaction direct ownership ~733,719 shares .
- Company policy prohibits pledging and hedging of Company securities; no pledges disclosed .
Employment Terms
Severance (Non‑CIC) and Change‑in‑Control (Double‑Trigger) Economics
| Scenario | Cash Multiple | Bonus Treatment | Healthcare Continuation | Equity Treatment |
|---|---|---|---|---|
| Without Cause (non‑CIC) | CEO: 1.5x (salary + target bonus) | Pro‑rated target bonus | Company‑paid costs over severance period | PSUs: earned tranches vest; in‑process tranches remain outstanding and pro‑rate by service; options exercisable up to 1 year post‑termination (or earlier expiry) . |
| CIC + Qualifying Termination (double trigger) | CEO: 2.0x (salary + target bonus) | Implicit in multiple | 24 months cash for healthcare costs | All unvested equity vests; PSUs accelerate at greater of target or actual to date; for PSU awards, performance period ends at CIC and credited per metric; if assumed, time‑based vest continues with protection on subsequent qualifying termination within 2 years . |
Modeled Payouts (if terminated on 12/31/2024)
| Scenario | Cash Severance ($) | Healthcare ($) | Equity ($) | Total ($) |
|---|---|---|---|---|
| Non‑CIC termination without cause | 2,304,000 | 29,939 | 10,641,982 | 12,975,921 |
| CIC termination (double trigger) | 3,648,000 | 89,807 | 24,851,043 | 28,588,850 |
Clawback: Policy in place to recover incentive compensation upon accounting restatement as per SEC/NASDAQ rules . Tax gross‑ups: None in ongoing arrangements .
Board Governance
- Board leadership: Independent Chair (Jeffrey W. Henderson); CEO and Chair roles separated .
- Independence: All directors independent except CEO; Torley is not independent by virtue of CEO role .
- Committees: Torley serves on no standing committees; Audit (Chair Barbara Duncan; Henderson; Posard), Compensation (Chair Bernadette Connaughton; Duncan; Matsui), Nominating & Corporate Governance (Chair Matthew Posard; Krishnan; Miyashita) .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024 .
- Director compensation: Employee directors (including CEO) do not receive Board fees .
Director Compensation Context (for governance quality)
- Non‑employee director program uses annual RSUs ($250K) and stock options ($150K) vesting by next annual meeting; cash retainers include $125K for Chair and committee retainers; ownership guideline equals ≥5x base Board retainer .
Say‑on‑Pay, Peer Benchmarking, Consultant
- 2024 say‑on‑pay approval: 97.9% .
- Peer group used for 2024 decisions includes Acadia, Alkermes, Alnylam, Amicus, BeiGene, BioMarin, Blueprint, Exelixis, Insmed, Ionis, Ironwood, Ligand, Neurocrine, PTC, Sarepta, Ultragenyx, United Therapeutics (updates noted) .
- Independent compensation consultant: FW Cook; Compensation Committee determined no conflicts of interest .
- Committee interlocks: None disclosed .
Performance & Track Record
| Metric | 2024 | Multi‑year |
|---|---|---|
| Stock performance | +28% in 2024 (from $37.39 to $47.81) | +223% over five years (from $14.80 on 1/2/2019 to $47.81 on 12/31/2024) . |
| Revenue | $1,015.3 million | Up from $829.3 million in 2023 . |
| Net income | $444.1 million (Pay‑vs‑Performance table) | Prior years shown in PVP table . |
| Strategic | New ENHANZE partner approvals/expansions across Janssen, Roche, Takeda, argenx; execution of ASRs under Board authorization; European patent issuance maintaining DARZALEX SC royalty rate through March 2029 . |
Compensation Structure Analysis
- Increased at‑risk equity: PSU weighting in CEO LTI rose to 50% in 2024 (from 28.75% in 2023), with remaining mix 35% RSUs and 15% options, emphasizing performance and stock price alignment .
- Annual bonus tied primarily to financials (80% weighting: Revenue from existing sources, New Revenue, Adjusted EBITDA), plus operational metrics (20% total), with capped plan and robust definitions .
- Shareholder‑friendly features: No single‑trigger CIC; no repricing/buybacks of awards without shareholder approval; no material perquisites; no tax gross‑ups; hedging and pledging prohibited; clawback policy in place .
- Ownership alignment: CEO guideline 6x salary; compliance achieved; retention reinforced by 3‑year cliff PSUs and multi‑year vesting .
Related‑Party Transactions and Red Flags
- Related‑party transactions: None requiring disclosure since prior fiscal year .
- Risk indicators: No evidence of option repricing; high say‑on‑pay support; prohibition on hedging/pledging; separate Chair; however, 2025 insider sales under 10b5‑1 coincided with impending 2016 option expiry (Feb 2026), implying programmatic liquidity rather than discretionary timing .
Compensation Committee Overview
- Members: Bernadette Connaughton (Chair), Barbara Duncan, Connie L. Matsui .
- Duties: Oversees philosophy, approves CEO and NEO pay, equity awards, employment/severance agreements, and director pay; held five meetings in 2024 .
- Independent consultant: FW Cook; peer composition and program design guidance; independence affirmed .
Investment Implications
- Alignment and incentives: Elevated PSU mix (50%) tied to relative TSR and deal/nominations plus multi‑year vesting increases alignment and retention; CEO meets ownership guideline (≥6x salary), with hedging/pledging bans and robust clawback, reducing governance risk .
- Performance linkage: 2024 bonus driven by strong execution (Revenue from existing sources and Adjusted EBITDA at 200% of target) and strategic milestones (patent filings, HVAI readiness), yielding a 157.8% corporate factor; sustained TSR outperformance over five years supports pay‑for‑performance narrative .
- Overhang/selling pressure: 2016 option tranche (376,569 options at $8.11) expires Feb 2026; 2025 10b5‑1‑plan exercises/sales suggest predictable, programmatic supply into expiry; monitor Form 4 cadence but risk appears mitigated by plan usage and remaining ownership base .
- Change‑in‑control economics: Double‑trigger CIC multiple of 2.0x salary+target bonus plus full equity acceleration (PSUs at ≥target or actual) is competitive; modeled CEO CIC termination value ~$28.6M as of Dec 31, 2024 underscores retention and potential M&A event sensitivity .
Notes: All data sourced from Halozyme’s 2025 DEF 14A unless otherwise linked; insider trade specifics from publicly available Form 4 summaries and financial news sites (see URLs above).